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CM Transit Center Advisory Services 2018AGREEMENT FOR PROFESSIONAL SERVICES WITH ALTA PLANNING + DESIGN, INC. FOR BETTINI TRANSIT CENTER RELOCATION OPTION 4 This Agreement is made and entered into this ~ day of t'\ (}.vc,n , 2018, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and ALTA PLANNING + DESIGN, INC., a California Corporation (hereinafter "CONSULTANT"). RECITALS WHEREAS, the Sonoma Marin Area Rail Transit (SMART) has begun full revenue operations on its Initial Operating Segment (lOS 1) from the Sonoma Airport to downtown San Rafael and has begun the initial construction of its operating segment from the downtown train station, located between Fourth Street and Third Street, to the termination in Larkspur; and WHEREAS, this new operating segment will bisect the existing Bettini Transit Center and then cross several significant CITY streets including Third, Second, Irwin, Rice and Anderson Drive, and the significant impact to the transit center necessitates that it be expanded and/or relocated; and WHEREAS, the Golden Gate Bridge, Highway and Transportation District (GGBHTD) has developed three options for expansion/relocation of the Bettini Transit Center, and has agreed to develop and evaluate a fourth option, and will permit the CITY to provide input into the design of the fourth option; and WHEREAS, the CITY requires a qualified consultant to provide strategic facilitation, planning, liaison work with GGBHTD, conceptual design, a final report, and other project assistance related to this critical development in the vicinity of the current Bettini Transit Center; and WHEREAS, CONSULTANT has the staffing and specialized experience on similar projects, including previous work for the CITY in and around the transit center, to help develop the fourth option for use by GGBHTD; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY'S Project Manager. The City Manager is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONSUL T ANT'S Project Director. CONSUL T ANT shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONSULTANT. Steve Kinsey is hereby designated as the PROJECT DIRECTOR for CONSULTANT. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR, for any reason, the CONSULTANT shall notifY the CITY within ten (10) business days of the substitution. 2. DUTIES OF CONSULTANT. CONSUL T ANT shall perform the duties and/or provide services described in CONSUL T ANT'S Proposal dated December 5, 2017, attached hereto as Exhibit A and incorporated herein by reference. 3. DUTIES OF CITY. CITY shall pay the compensation as provided in Paragraph 4, and provide information, meeting facilities, and other resources necessary for CONSULT ANT to perform its duties set forth in Exhibit A, attached. 4. COMPENSATION. For the full performance of the services described herein by CONSULTANT, CITY shall pay CONSULTANT on a time and materials basis, at the hourly rate of $230, for the tasks detailed in Exhibit A, attached, provided that the total compensation payable to CONSULTANT under this Agreement shall not exceed $50,000. Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONSULTANT. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year(s) commencing on the date of execution of this Agreement. Upon mutual agreement of the parties, and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one (1) year. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period . 2 C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONSULTANT and any and all of CONSULTANT's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONSULTANT in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement at CITY'S sole risk. CONSULTANT reserves the right of use of material for limited marketing and advertising purposes. 8. INSPECTION AND AUDIT. Upon reasonable notice, CONSULTANT shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONSULTANT in connection with its performance of its duties under this Agreement. CONSULTANT shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent ofthe other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 10. INSURANCE. A. Scope of Coverage. During the term of this Agreement, CONSULTANT shall maintain, at no expense to CITY, the following insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. 2. An automobile liability (owned, non-owned, and hired vehicles) insurance policy in the minimum amount of one million dollars ($1,000,000) dollars per occurrence. 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, to cover 3 any claims arising out of the CONSULTANT's negligent performance of services under this Agreement. Where CONSULTANT is a professional not required to have a professional license, CITY reserves the right to require CONSULTANT to provide professional liability insurance pursuant to this section. 4. If it employs any person, CONSUL T ANT shall maintain worker's compensation insurance, as required by the State of California, with statutory limits, and employer's liability insurance with limits of no less than one million dollars ($1,000,000) per accident for bodily injury or disease. CONSULTANT's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. B. Other Insurance Requirements. The insurance coverage required of the CONSULTANT in subparagraph A ofthis section above shall also meet the following requirements: 1. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds (for both ongoing and completed operations) under the policies. 2. The additional insured coverage under CONSULTANT'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in CONSULT ANT'S policies shall be at least as broad as ISO form CG20 01 0413. 3. Except for professional liability insurance or worker's compensation insurance, the insurance policies shall include, in their text or by endorsement, coverage for contractual liability and personal injury. 4. By execution of this Agreement, CONSULTANT hereby grants to CITY a waiver of any right to subrogation which any insurer of CONSUL T ANT may acquire against CITY by virtue of the payment of any loss under such insurance. CONSULTANT agrees to obtain any endorsement that may be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not CITY has received a waiver of subrogation endorsement from the insurer. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. 7. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of CITY (if agreed to in a written contract or agreement) before 4 CITY'S own insurance or self-insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to CITY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. C. Deductibles and SIR's. Any deductibles or self-insured retentions in CONSULTANT's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONSULTANT shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. D. Proof of Insurance. CONSUL T ANT shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CITY reserves the right to obtain a full certified copy of any insurance policy and endorsements from CONSULTANT. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 11. INDEMNIFICATION. A. Except as otherwise provided in Paragraph B., CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend with counsel approved by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"), from and against any claim, demand, suit, judgment, loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation, (collectively "CLAIMS"), arising out of CONSULTANT'S performance of its obligations or conduct of its operations under this Agreement. The CONSULTANT's obligations apply regardless of whether or not a liability is caused or contributed to by the active or passive negligence of the City Indemnitees. However, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONSULTANT's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONSUL TANT's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONSULTANT's indemnification obligations. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT'S performance of or operations under this Agreement, 5 CONSUL TANT shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense, including reasonable attorneys' fees, incurred in defense of such claims. B. Where the services to be provided by CONSULTANT under this Agreement are design professional services to be performed by a design professional as that term is defined under Civil Code Section 2782.8, CONSULTANT shall, to the fullest extent permitted by law, indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT in the performance of its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such CLAIM which is caused by the sole negligence or willful misconduct of CITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law . 12. NONDISCRIMINATION. CONSUL TANT shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS. CONSULTANT shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONSUL T ANT shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONSULTANT shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES . CITY and CONSULTANT do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the 6 date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONSULTANT's Project Director: 16. INDEPENDENT CONTRACTOR. Jim Schutz City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Steve Kinsey (C/O Contracts Administration) Alta Planning + Design, Inc. 711 SE Grand Avenue Portland, OR 97214 For the purposes, and for the duration, of this Agreement, CONSULTANT, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONSULT ANT and CITY expressly intend and agree that the status of CONSULTANT, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 17. EN TIRE AGREEMENT --AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONSULT ANT and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONSULTANT and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 7 18. SET-OFF AGAINST DEBTS. CONSULTANT agrees that CITY may deduct from any payment due to CONSULTANT under this Agreement, any monies which CONSULTANT owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WANERS. The waiver by either party of any breach or violation of any term, covenant or condition of tlns Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other tenn, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, perfonnance, or other consideration wInch may become due or owing under tIns Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any tenn, condition, covenant of tlns Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the tenns and conditions of tlns Agreement, or arising out of the perfonnance of tltis Agreement, may recover its reasonable costs (including claims administration) and attomey's fees expended in comlection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONSULTANT shall obtain and maintain during tlle duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code CONSULTANT shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay for any work performed under this Agreement, until CONSULTANT has provided CITY with a completed Intemal Revenue Service Fonn W-9 (Request for Taxpayer Identification Number and Certification). 22. APPLICABLE LAW. The laws of the State of Califontia shall govem tltis Agreement. IN WITNESS WHEREOF, the parties have executed tIns Agreement as ofthe day, month and year first above written. CITY OF SAN RAFAEL CONSULTANT By: ~~ --~~~~----------------- J 8 Name: 1-1113 h LoLJ\~ Title: VICe., PrtOs(W) q.> tLV\GalAJz.~"tt1{ ATTEST: LINDSAY LARA, Acting City Clerk APPROVED AS TO FORM: 9 December 5,2017 100 Webster Street, Suite 300 Oakland, CA 94607 (510) 540-5008 www.altaplanning.com Jim Schutz, City Manager City of San Rafael 1400 Fifth Avenue P.O. Box 15160 San Rafael, CA 94915-1560 Mr. Schutz, I am pleased to provide you with this proposed scope of work and the associated fee estimate for services related to Alta's continued support of City staff during Golden Gate Bridge District's siting and selection of a 4th option for the new bus transit center. It is anticipated that this work will be completed by mid-2018, commencing with the initiation of Environmental Review. Fee estimates are based on a billing rate of $2301 hour. Invoices will be submitted monthly, based on Services performed during the billing period. We look forward to helping the City achieve a high quality, enduring outcome within the available timeline and budgets. ~~ Steve Kinsey, Principal, North Bay Dev opment Studio San Rafael Multi-modal Transit Center Scope of Services TASK #1 CITY TRANSIT CENTER PREFERRED OPTION GUIDANCE REPORT $10,250 This task involves preparation of a written guidance document that expresses the City's planning and design expectations for the Project. It will be organized with the following sections: Public involvement in conceptual planning * Focused Planning Area boundary and City priorities to be addressed within it .. Anticipated near and long-term changes to existing City and Caltrans street pattern .. Parking & Wayfinding * Optimal 4th Option characteristics Alta will produce Administrative Draft Guidance Report for review by City staff and Mayor, or Council Subcommittee. Following review and comment, Alta will prepare Final Draft Report, present it to the City Council in a public meeting, and make final edits, if required, based on Council direction and provide an electronic copy to City staff for reproduction by others. TASK #1 DELIVERABLES Administrative draft Guidance Report Final Draft Guidance Report Final Guidance Report 1 meeting with Mayor or sub-committee 1 City Council presentation EXHIBIT A TASK#2 CITY STAFF SUPPORT THROUGH SELECTION OF PREFERRED OPTION $12,500 This task involves interaction with up to DPW, Community, Development, Economic Development, and Parks and Recreation, as well as the office of the City Manager to assist the City in preparing for, participating in, and reviewing Golden Gate Bridge District's transit center relocation planning and design. It is anticipated that this work will be completed by mid-2018, commencing with the initiation of Environmental Review. Alta will monitor and participate in Golden Gate's planning process and identify issues warranting City staff consideration. Alta will organize, lead, and provide notes for up to 3 multi-departmental staff meetings to present issues for consideration and assist City staff in making decisions related to transit center planning and design. In addition, Alta will communicate with the City Manager by phone or in-person meetings as required to keep him aware of planning progress and City interests. If requested by the City Manager, Alta will prepare up to 3 draft letters for review and final action by the City Manager or responsible Department Director. When requested to do so, Alta will attend public meetings of City adviSOry bodies or civic organizations to com'municate about the Project. TASK #2 DELIVERABLES Organize and lead up to 3 Multi-Department Meetings plus 2 Meetings with City Manager Up to 3 memos reflecting topics and staff actions at Multi-Department Meetings Up to 3 draft letters for review and final action by City Manager or Department Director Preparation for and presentation of transit center information at up to 2 public meetings TASK #3 CITY LIAISON TO BRIDGE DISTRICT AND TRANSIT PARTNERS $15,000 This task involves active involvement on behalf of the City during the Bridge District's planning and public activities leading up to the Project's subsequent Environmental Review phase. It also includes Project- related interaction with interested public transportation agency stakeholders, including MTC, TAM, SMART, and Marin Transit. Alta will monitor Bridge District activities related to the Project, participate in meetings and other communication with the Bridge District, other transportation agencies, and District's conSUltants as required to remain fully informed. In addition, Alta will be present during all public engagement activities associated with the project, and communicate information associated with Task #2 responsibilities. TASK #3 DELIVERABLES Review of all Project-related reports and other consultant communication up to CEQA initiation Participation in all public engagement activities to identify a 4th Option Up to 2 meetings with Golden Gate Bridge and other transit agency stakeholders Up to 1 draft correspondence to Golden Gate Bridge staff outlining City position on design TASK. 4 COUNCIL ENGAGEMENT UP TO INmATION OF CEQA REVIEW $3000 This task involves communicating with the Mayor or a Council subcommittee in advance of scheduled council presentations associated with the Project, and attendance and possible presentation of Project· related information at publicly noticed Council meetings. Alta will either recommend or respond to City requests for Project·related phone calls with the Mayor and up to 2 in·person meetings to review information with the Mayor or a Council subcommittee. or both. Alta will also prepare for and be available to present Project·related information to the Council at up to two Council meetings. TASK # 4 DELIVERABLES Up to two meetings to discuss Project·related matters with the Mayor and/or a council subcommittee Preparation for attendance at. and possible presentation during up to two City Council meetings TASK # 5 PROJECT MANAGEMENT & ADMINISTRATION $5000 This task involves administration of the Alta Agreement with the City. including communication with the City Manager. management of the Contract budget and timeline. and monthly. written documentation of Services provided and Project status. TASK # 5 DELIVERABLES Written Scope of Services under the Contract Monthly invoices with identification of Services provided, timeline status. and remaining budget Project files available for reproduction during or upon completion of the Contract CONTRACT SERVICES CONTINGENCY $4250 ADDITIONAL SERVICES Parking & Wayfinding Implementation Coordination of Transit Center planning with the General Plan update Caltrans Engagement related to State.owned property near the transit center Project Funding research Economic Development support tasks CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager Project Manager: Jim Schutz Extension: Click here to enter text. Contractor Name: Alta Planning & Design Contractor's Contact: Steve Kinsey Contact's Email: Click here to enter text. ~ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager 4-3-ltlIPr COMPLETED DATE Click here to enter a clate. Click here to enter a clate. 3/27/2018 3/27/2018 Click here to enter a date. 0 N/A Or 12/18/2017 ~ /2..7 /ltd '/'A7 / )'1 j -lJ'/( () 3 /2tt , l en , REVIEWER Check/Initial 0 0 ~ LG ~ LG 0 ~ U-- U-,,/" -~ \~ rK~